You (the, “Affiliate”, “You”, “Yours”, etc.) being the owner/administrator/controlling person of a website/Traffic source or having sufficient authority to enter into present Agreement, who seeks to become an Affiliate and/or to participate in an Offer and use/link/place/display a particular Ad/Advertisement to your website/Traffic source, aiming the successful completion of that particular Offer through the Qualified Action of end user(s).
Affsquare and Affiliate agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, AND/OR BY PARTICIPATING IN AN OFFER, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, you
A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT,
B) ACCEPT THAT EACH OFFER MAY HAVE ADDITIONAL TERMS AND CONDITIONS ON PAGES WITHIN THE Affsquare NETWORK AND ARE INCORPORATED AS PART OF THIS Affsquaure AFFILIATE AGREEMENT,
C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE/OFFERS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
(D) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT,
(E) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM Affsquare.
1 - Definitions :
1.1. “Ad(s) or Advertisement(s)” – means links, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or other creative materials or similar generated by advertiser’s web-servers in response to a query from Affsquare.
1.2. “Affiliate” – means a party that has decided to enter into this Agreement and to assign Affsquare to provide services in accordance with the terms and conditions of this Agreement.
1.3. “Affiliate Account” / “Account” – means the Affiliate’s account at Affsquare web-site affsquare.com.
1.4. “Content” – means textual, visual, or aural content that is encountered as part of the Affiliate’s website(s)/Traffic source(s). It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.5. “Affsquare Affiliate Offer(s) (Offer or Offers)” – means Offers available for Affiliates in the Affsquare network, each Offer includes specifications relating to Ad(s) or Advertisement(s) that are to be used/linked/placed/displayed on the website(s)/Traffic source(s) of Affiliates. Offers are considered to be completed through the Qualified Actions of end user(s).
1.6. “Affsquare Network” – means Affsquare’s network offering the Service to the Affiliate, available at Affsquare.com, which includes advertisers and Affiliates.
1.7. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.8. “Effective Date” – means the date of adoption of the terms of this Agreement by the Affiliate or in the absence of its signature, the date when the Affiliate set up an Affiliate Account with Affsquare.
1.9. “Qualified Action” – means when an individual person (i) accesses Ads used/linked/placed/displayed on Affiliates website(s)/Traffic source(s), (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not generated based on a system of rewards and/or not otherwise considered to be incent, (iv) is not using pre-populated fields (v) completes all of the information required for such action within the time period allowed by Offer(s) and/or fulfils any other action required by a specific Offer and (vi) is not later determined by Affsquare to be incentive, motivated, fraudulent, incomplete, unqualified or a duplicate.
1.10. “Traffic Source” – means/includes/represents/refers to any and/or all web sites, doorways, social networks, emails marketing, Traffic sources of the Affiliate and/or any other Traffic source available for the Affiliate in each Offer through the Affsquare network for the provision of the services under the terms of this Agreement.
2. The Service
2.1. In order to become an Affiliate, you must first accurately submit an application for Affsquare account at our website and be in compliance with present Agreement , and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as Affsquare’ Affiliate. We may accept or reject your account registration at any time at our sole discretion for any reason. Affsquare reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Affsquare sole discretion.
2.3. In order to be eligible to become a Affsquare’s Affiliate, all Traffic source(s)/website(s) where Ads from the Offer are to be placed by the Affiliate, shall meet the following criteria:
2.4. Affiliate understands and accepts that Affsquare does not allow and prohibits the multiple account opening for each Affiliate. Affiliate agrees not to fill in an account application and/or register as an Affiliate more than one time and/or hold more than one account with Affsquare for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Affiliate by Affsquare.
In any case where Affsquare identifies multiple account applications/registrations/openings/holdings of an Affiliate through the use of any technology or through other means available for and/or acceptable by Affsquare only, Affsquare may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the Affiliate and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of Affsquare , regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the Affiliate is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Affiliate understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.5. Affsquare may allow multi account applications/registrations/openings/holdings for an Affiliate if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason Affsquare considers acceptable and solely at its own discretion, if the Affiliate submits such request by sending an email to firstname.lastname@example.org.
2.6. The content of the Affiliate’s Traffic source(s) or its affiliated website(s)/Traffic source(s) must not include nor be based on any inappropriate or illegal content as such and/or on material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
2.7. Affsquare has the following Non Acceptable Business rules for Affiliates:
2.8. Affiliate must not use any tool and/or inventory and/or campaign preferences available for him through Affsquare for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. Affiliate understands and agrees that such tools and/or inventories and/or campaign preferences are only provided to the Affiliate in good faith and that Affsquare is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.9. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Affiliates’ personal account. Affsquare support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.
Management service assumes that assistance of using the Services and Program shall be provided by Affsquare officers.
2.10. All support and/or assistance and/or service provided to Affiliate by Affsquare and/or Affsquare officers and/or support team and/or any other Affsquare personnel and/or employee is intended to be and must be considered by the Affiliate as mere information. No information and/or support and/or assistance and/or service provided during such Self-Service or Management Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. Affsquare does not take into account your personal objectives or financial situation. Affsquare makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any Affsquare officers and/or support team and/or any other Affsquare personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of Affsquare. No communication whatsoever must be reproduced or further distributed without the prior permission of Affsquare.
2.11. In order for any communication between the Affiliate and Affsquare and/or Affsquare officers and/or support team and/or any other Affsquare personnel and/or employee to be deemed as information provided by Affsquare as part of the Provision of Affsquare Services to the Affiliate, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of Affsquare, namely through notification in account and through an email registered with Affsquare. Any information provided through any other means of communication must not in any way be considered as information provided by Affsquare officers and/or support team and/or any other Affsquare personnel and/or employee as part of the Provision of Affsquare Services to the Affiliate and/or during the use of Self Service or Management Service. Affsquare and Affiliate both consider all such other means of communication as unauthorised channels of communication and agree that Affsquare shall bear no responsibility whatsoever for any information provided through them.
2.12. You may not transfer your account to anyone without explicit written permission of Affsquare and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Affsquare cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
3. Placement of Ads :
3.1. Affiliate shall place any Ads of Offers available in Affsquare network only on website(s)/Traffic source(s) that meet all the requirements contained in the Offer.
In the case whereby Ads are placed in website(s)/Traffic source(s) that are in breach with the Offer requirements, Affsquare reserves the right to withhold payment for a specific and/or all Offers in which Affiliate is participating in and/or submit an immediate legal action against the Affiliate and/or set a monetary fine in the amount based on the damages caused to Affsquare.
3.2. Affsquare does not check or control the activities or contents at your website(s)/Traffic source(s), but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity. Affiliate has the sole responsibility for the development, operation, maintenance and all content of your website(s)/Traffic source(s).
4. Affiliate Earnings :
4.1. Cost of using Service depends on the amount of Offers completed during the reporting period based on end users Qualified Actions as generated by Affsquare reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Affsquare reporting system only.
4.2. In the event that Affiliate believes that there is a discrepancy in Affsquare’s reporting system, Affiliate must provide Affsquare with a reasoned report of such discrepancy within three (3) calendar days from receipt of Affsquare’s reports. Otherwise, Affsquare shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Affsquare stats and reports shall prevail.
4.3. Affsquare is entitled to make adjustments in Affiliate’s account in one of the following cases:
5. Payments :
5.1. We will pay Publisher a commission calculated based on a percentage to be agreed between you and us of the amounts actually received by us from Clients (less any chargebacks, bad debts, refunds, returns, credits, VAT or any similar tax, fees paid to any Client, and any deductions made by the Clients for any reason whatsoever. etc.) ( NetRevenues ) for each Qualified Action as further specified below (the Commission ). A Qualified Action occurs when an individual person accesses the Program Web Site via the Link, where (in the case of a hyperlink) the Link is the last link to the Program Web Site, as evidenced in Affsquare or the Third Party’s records, provided always that such individual person (i) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (ii) is not using pre-populated fields, (iii) completes all of the information required for such action and (iv) is not later determined by Affsquare to be fraudulent, incomplete, unqualified or a duplicate. Any Qualified Action shall be solely determined based on our records.
5.2. We will pay you any Commissions on a monthly basis, with respect to the Net Revenues collected during the preceding month provided that your account is at that time not less than $100 (“Minimum Balance). Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until the balance of $100 is reached. In the event the Minimum Balance isn’t reached within 6 (six) months from the first commission payment by the Company, the Company may, at its sole discretion, reset the account balance to zero. We reserve the right to charge back to your account any Commissions previously paid in consideration for Qualified Actions that are later determined to have not met the requirements to be a Qualified Action . Your right to and Affsquare obligation to pay Commissions are subject to and conditional upon Clients paying such funds constituting the Net Revenues to Affsquare, and therefore, you agree that Affsquare shall only be liable to you for Commissions to the extent that Affsquare has actually received such Net Revenues from the Clients. You hereby release Affsquare from any claim for Commissions if Affsquare has not received the Net Revenues from the Clients.
5.3. Affsquare shall automatically generate an invoice on behalf of the Publisher for all Commissions payable under this Agreement and shall remit payment to the Publisher based upon such invoice less any fee or rev share which will be retained by Affsquare. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Affsquare in its sole discretion. In the event that the Publisher objects in good faith any portion of an invoice and/or a discrepancy in respect of reported Qualified Actions is more than 10% of Affsquare’ statistics (an Objection ), the Publisher must submit that Objection to Affsquare in writing and in sufficient detail within fourteen (14) days of the date of the invoice. If the Publisher does not raise an Objection as set forth herein, then the Publisher shall be deemed to have irrevocably waived any claims based upon that invoice or the reported Qualified Actions.
5.4. If the Publisher has an outstanding balance due to Affsquare under this Agreement or any other agreement between the Publisher and Affsquare, whether or not related to the Publisher Program, the Publisher agrees that Affsquare may offset any such amounts due to Affsquare from amounts payable to the Publisher under this Agreement.
5.5. Affsquare acts as a third party for advertisers, therefore Affiliate understands and agrees that payment for Affiliate’s revenue is dependent upon payments from advertisers of the Offer to Affsquare that it has received without any restrictions. You hereby release Affsquare from any claim for Affiliate’s revenue if Affsquare did not receive funds from the advertiser. Affiliate shall hold Affsquare harmless and indemnify it from any claims or liability related to such unpaid revenue.
5.6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program, Offers and Affsquare Affiliate Service.
6. Representations, Warranties and Covenants :
7. Fraudulent Activity
7.1. YOU SHALL NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, program, tools, devices or arrangements and/or the Services provided to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Affsquare Service. You are forbidden from using any preference/method resulting to the re-direction of the end user to your website(s)/Traffic source(s) when such end user has at least once previously chosen through a certain action to leave your page.
These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Affsquare shall make all determinations about fraudulent activity in its sole discretion.
7.2. If Affiliate is suspected in any fraudulent activity Affsquare shall have the right to stop your participation in all or any Offers ban Your Affiliate Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All Offers/Services carried out on Affiliates website(s)/Traffic source(s) with fraudulent activities are not subject for payment.
8. Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL AFFSQUARE BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM CREATIVE/ AD TECH/TOOL, AND/OR OF YOUR PARTICIPATION IN ANY OFFER AND/OR USE/LINK/PLACEMENT/DISPLAY OF ANY AD ON YOUR WEBSITE(S)/TRAFFIC SOURCE(S), AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO INCREASE THE PERFORMANCE OF YOUR WEBSITE(S)/TRAFFIC SOURCE(S) EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF AFFSQUARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AFFSQUARE IS ONLY OFFERING THE SEVICE. THE INFORMATION, OFFERS, ADS, CONTENT AND OTHER AFFSQUARE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFFSQUARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, OFFERS, ADS AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY AFFSQUARE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AFFSQUARE DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR WEBSITE OR PROVIDED BY AFFSQUARE IS ACCURATE, COMPLETE OR CURRENT.
You hereby agree to indemnify, defend and hold harmless Affsquare and its Clients and their respective subsidiaries, affiliates, partners and licensors, shareholders, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any breach of representation, warranty, covenant, restriction or obligation by the Publisher herein, (ii) any misuse by the Publisher, or by any party related to the Publisher, of the Links, Offers, Affsquare’ website and/or services or Client intellectual property, or (iii) any claim related to your Media and/or any products or services that you may provide or sell, including but not limited to, the content contained on such Media (except for the Links) and the quality of any products or services.
10. Confidentiality :
Except as otherwise provided in this Agreement or with the consent of Affsquare, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning our website, us or any of our Publishers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Publisher Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. The Publisher shall not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.
11. Intellectual Property Rights
11.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Affsquare Affiliate Service and to access our network through our website and Service only in accordance with the terms and conditions of this Agreement, and for the sole purpose of identifying your website(s)/Traffic source(s) as a participant in the Affsquare Affiliate Service for increasing sales through Offers.
11.2. You may not alter, modify, manipulate or create derivative works of Affsquare, Affsquare’ network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to Affsquare in any way. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Affsquare trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Affsquare without compensation. All rights not expressly granted in this Agreement are reserved by Affsquare.
11.4. ALL THE PARTIES HEREBY AGREE THAT AFFSQUARE DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, CONTENT AT AFFILIATE’S WEBSITE(S)/TRAFFIC SOURCE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS
12. Termination :
This Agreement shall commence on the date of our approval of your Publisher Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Publisher Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Affsquare or Client intellectual property, and will cease representing yourself as a Affsquare or Client Publisher for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
13. Force Majeure :
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence
14. Remedies :
In addition to any other rights and remedies available to us under this Agreement, Affsquare reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Affsquare determines that you have violated this Agreement, (ii) Affsquare receives any complaints about your participation in the Publisher Program which Affsquare reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Affsquare reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
15. Modifications :
in addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) day period. Your continued participation in this Publisher Program ten (10) days after a change notice has been posted will constitute your acceptance of such change. In addition, Affsquare may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. [Publisher agrees to promptly implement any request from Affsquare to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Publisher Program.]